Sigma and CWG Merger Risks and Management Overview
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Key Risks - Risks Relating to the Proposed Merger
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After completion of the Proposed Merger, existing Sigma shareholders will be exposed to additional risks relating to CWG and certain additional risks relating to MergeCo and
integration of the two businesses. While the businesses are complementary, and aspects of the operations of Sigma and CWG are similar in a number of ways, there will be
differences between the size, capital structure, infrastructure and customers of MergeCo and Sigma currently.
Key Risk
Completion risk
Scrip component of merger
consideration
Summary
Completion of the Proposed Merger is conditional on various matters including obtaining regulatory approval from the Australian Competition and Consumer Commission (ACCC), approval from the New
Zealand Overseas Investment Office (OIO) (if required), CWG shareholder approval and Sigma shareholder approval, including under ASX Listing Rules 7.1, 10.1 and 11.1.2, and under Sigma's
constitution to appoint the CWG nominees to the board as well as a resolution of Sigma shareholders under Part 2J.3 of the Corporations Act in relation to the proposed new debt facility. Refer to the ASX
announcement in relation to the Proposed Merger and the Entitlement Offer released by Sigma to ASX on the same date as this presentation for further information regarding the material conditions for the
Proposed Merger. There can be no certainty, nor can Sigma provide any assurance or guarantee, that these conditions will be satisfied or waived or, if satisfied or waived, when that will occur. The
satisfaction of a number of the conditions is outside the control of Sigma and CWG including, but not limited to, the ACCC and shareholder approvals mentioned above.
There is a risk that the regulatory approvals required to satisfy one or more conditions may not be obtained, or may be obtained subject to conditions which adversely affect the MergeCo, or are not
acceptable to the Merger Parties. In particular, it is the Merger Parties' intention to seek clearance from the ACCC after announcement to comply with the condition for ACCC clearance. There is a risk
that the ACCC will refuse to grant this clearance, will not indicate it does not intend to oppose (grant clearance) by the time completion is required or that it will only grant clearance subject to conditions,
including the provision of structural undertakings requiring divestments and other relief. Any undertakings required to be given including divestments that are required to be made, are likely to have an
adverse effect on the MergeCo, including, but not limited to, reducing the number of franchisees in the group's retail network from that contemplated in this presentation, impacting its sales, revenue and
financial performance and adversely affecting the ability of MergeCo to achieve the expected cost synergies.
If for any reason any of the conditions are not satisfied or waived (where capable of being waived) by the time required, completion of the Proposed Merger (Completion) may be delayed or may not
occur on the current terms or at all. Sigma will have incurred significant transaction costs in relation to the Proposed Merger even if it does not proceed and these costs may include a reverse break fee of
$10m payable by Sigma in certain circumstances to CWG. There is a risk that the transaction costs associated with the Proposed Merger (whether it completes or not) results in Sigma not achieving the
earnings guidance it has previously provided to the market.
There may be other adverse consequences for Sigma and Sigma shareholders if Completion does not occur, including that the trading price of Sigma's shares may be materially adversely affected and
the anticipated synergies and other benefits that Sigma expects to achieve from the Proposed Merger will not be realised. If Completion is delayed, Sigma may incur additional costs and it may take
longer than anticipated for MergeCo to realise the benefits of the Proposed Merger. Any failure to complete or delay in completing the Proposed Merger could materially and adversely affect the price of
Sigma's shares.
As part of the Proposed Merger, CWG shareholders will receive consideration in the form of fully paid ordinary shares in Sigma. Existing Sigma shareholders and new investors who take up shares under
the Entitlement Offer will have their shareholding significantly diluted by the issue of the shares to the CWG shareholders.
Immediately after Completion, it is expected that existing Sigma shareholders will own 14.25% of the shares in MergeCo whereas CWG shareholders will own approximately 85.75% of the shares in
MergeCo (on a fully diluted basis).
In addition, there is a risk that a significant sale of shares by CWG shareholders after implementation of the Proposed Merger (in relation to shares which will not be escrowed) or the end of the escrow
restrictions (in relation to the escrowed shares), or the perception that such a sale might occur, could adversely impact the price of Sigma shares. For further information on the escrow arrangements that
will be in place post-implementation of the Proposed Merger, refer to Page 14 of this Presentation.View entire presentation